Item 3.02 Unregistered Sale of Equity Securities
On August 30, 2021, we entered into various exchange agreements (collectively,
the "Exchange Agreements") with certain holders of our outstanding 0.25%
Convertible Senior Notes due 2025 (the "2025 Notes") pursuant to which we will
exchange approximately $302.4 million principal amount of the 2025 Notes for
aggregate consideration of 14,011,617 shares of our Class A common stock (the
"Exchange Shares"). We will issue the Exchange Shares in reliance on the
exemption from the registration requirements provided by Section 4(a)(2) of the
Securities Act of 1933, as amended (the "Securities Act"). The transactions are
expected to close on September 1, 2021, subject to customary closing conditions.
In addition, on July 16, 2021, we issued a total of 84,174 shares of our Class A
common stock (the "Acquisition Shares") as consideration in connection with our
acquisition of a technology company, in a private transaction exempt from the
registration requirements of the Securities Act pursuant to Section 4(a)(2),
Regulation D, or Regulation S under the Securities Act.
The Exchange Shares and the Acquisition Shares have not been and will not be
registered under the Securities Act or the securities laws of any other
jurisdiction, and such securities may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements. This Current Report on Form 8-K does not constitute an offer to
sell, or a solicitation of an offer to buy, any security and will not constitute
an offer, solicitation, or sale in any jurisdiction in which such offering would
be unlawful.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the federal securities laws. These statements include, but are not
limited to, expectations regarding the expected closing of the transactions
contemplated by the Exchange Agreements. Forward-looking statements include all
statements that are not historical facts. In some cases, forward-looking
statements can be identified by terms such as "anticipates," "believes,"
"could," "estimates," "expects," "intends," "may," "plans," "potential," "will,"
or similar expressions and the negatives of those words. Forward-looking
statements involve substantial risks and uncertainties that may cause actual
results to differ materially from those that we expect. These risks and
uncertainties include market risks, trends, and conditions. These and other
risks are more fully described in our filings with the Securities and Exchange
Commission, including in the section titled "Risk Factors" in our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2021. In light of these
risks, you should not place undue reliance on such forward-looking statements.
Forward-looking statements represent our beliefs and assumptions only as of the
date of this Current Report on Form 8-K. We disclaim any obligation to update
forward-looking statements.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses